Contract
EXHIBIT
4.1
FIRST
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 19,
2007, among Sun Healthcare Group, Inc., a Delaware corporation (the “Issuer”),
each of the parties identified as a Harborside Guarantor on the schedules to
the
signature pages hereto (each, a “Harborside Guarantor” and collectively, the
“Harborside Guarantors”) and Xxxxx Fargo Bank, National Association, as Trustee
under the Indenture (the “Trustee”).
W
I T N E
S S E T H :
WHEREAS
the Issuer has heretofore executed and delivered to the Trustee an Indenture
(the “Indenture”), dated as of April 12, 2007, providing for the issuance of the
9⅛% Senior
Subordinated Notes due 2015 (the “Securities”);
WHEREAS,
each of the undersigned Harborside Guarantors has deemed it advisable and in
its
best interest to execute and deliver this Supplemental Indenture, and to become
a Harborside Guarantor under the Indenture; and
WHEREAS,
pursuant to Section 9.01(4) of the Indenture, the Trustee, the Issuer and the
Harborside Guarantors are authorized to execute and deliver this Supplemental
Indenture.
NOW
THEREFORE, in consideration of the foregoing and for good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuer, the
Harborside Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Securities as follows:
SECTION
1. Capitalized
Terms.
Capitalized terms used herein but not defined shall have the meanings assigned
to them in the Indenture.
SECTION
2. Guaranties.
Each
Harborside Guarantor hereby agrees to guarantee the Issuer’s obligations under
the Securities on the terms and subject to the conditions set forth in Article
11 of the Indenture and to be bound by all other applicable provisions of the
Indenture as a Subsidiary Guarantor.
SECTION
3. Ratification
of Indenture; Supplemental Indentures Part of Indenture.
Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain
in
full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
SECTION
4. Governing
Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
SECTION
5. Trustee
Makes No Representation.
The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
SECTION
6. Counterparts.
The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.
SECTION
7. Effect
of Headings.
The
Section headings herein are for convenience only and shall not effect the
construction of this Supplemental Indenture.
IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be
duly
executed as of this 19th day of April, 2007.
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SUN
HEALTHCARE GROUP, INC.
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By:
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/s/
Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx
Xxxxxx
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Title:
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Executive
Vice President and General Counsel
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XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Trustee
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By:
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/s/
Madaliena Hall
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Name:
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Madaliena
Hall
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Title:
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Vice
President
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/s/ Xxxxxxx Xxxxxx
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Name:
Xxxxxxx Xxxxxx
Title:
Vice
President of Harborside Healthcare Corporation
Trustee
of HHC 1998-1 Trust
Vice
President of Maryland Harborside Corp., the
general
partner of Massachusetts Holdings II, Limited
Partnership
Vice
President of KHI LLC, the general partner of
Harborside
Healthcare Limited Partnership and
Harborside
Healthcare Advisors Limited Partnership
Vice
President of each of the Group A Guarantors listed
on
Schedule A
Vice
President of Harborside Health I LLC, the general
partner
of each of the Group B Guarantors listed on
Schedule
A
Vice
President of KHI LLC, the general partner of
each
of the Group C Guarantors listed on Schedule A
Vice
President of Harborside Toledo Business LLC,
the
general partner of each of the Group D Guarantors
listed
on Schedule A
Vice
President of each of the Group E Guarantors listed
on
Schedule A
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HHC
Nutrition Services, LLC
/s/
Xxxxxxx Xxxx
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Name: Xxxxxxx
Xxxx
Title: Secretary
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X-0
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Xxxxxxxxxx
Xxxxx Limited Partnership
By:
0000 Xxxxxxxxxx Xxxx, LLC, its general partner
Florida
Holdings I, LLC
Florida
Holdings II, LLC
Florida
Holdings III, LLC
Florida
Administrative Services, LLC
0000
Xxxxxxxxx Xxxx, LLC
0000
XX 00xx Xxxx, LLC
0000
Xxxxxxxxxx Xxxx, LLC
0000
Xxxxxx Xxxxx Xxxx, LLC
0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx, LLC
0000
Xxxxxxx Xxxxxx Xxxxx, LLCv
0000
Xxxxx Xxxx, LLC
0000
Xxxxxxxxx Xxxxx, LLC
0000
Xxxxxxxx Xxxx, LLC
/s/
Xxx Xxxxxx
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Name:
Xxx Xxxxxx
Title:
Manager
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S-2
Schedule
A
Harborside
Guarantors
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Harborside
Healthcare Corporation
HHC
1998-1 Trust
Massachusetts
Holdings II, Limited Partnership
“Group
A Guarantors”
Bradford
Square Nursing, LLC
Caring
Choices Hospice LLC
Connecticut
Holdings I, LLC
Crestview
Nursing, LLC
Falmouth
Healthcare, LLC
Grant
Manor LLC
Harborside
Administrative Services, LLC
Harborside
Health I LLC
Harborside
Holdings I, LLC
Harborside
Point Place, LLC
Harborside
Swanton, LLC
Harborside
Sylvania, LLC
Harborside
Toledo Business LLC
Harborside
Xxxx, LLC
HBR
Danbury, LLC
HBR
Kentucky, LLC
HBR
Stamford, LLC
HBR
Trumbull, LLC
HBR
Madisonville, LLC
HBR
Xxxxxxxx Xxxx, LLC
HBR
Owensboro, LLC
HBR
Xxxxxxxx, LLC
HBR
Lewisport, LLC
HBR
Brownsville, LLC
HBR
Xxxxxxxx LLC
HBR
Paducah, LLC
HBR
Barkely Drive, LLC
HBR
Bowling Green LLC
HBR
Elizabethtown, LLC
Kentucky
Holdings I, LLC
KHI
LLC
Klondike
Manor LLC
Leisure
Years Nursing, LLC
LTC
Leasing, LLC
Marietta
Healthcare, LLC
Mashpee
Healthcare, LLC
Massachusetts
Holdings I, LLC
New
Hampshire Holdings, LLC
Northwest
Holdings I, LLC
000
Xxxxxxx Xxxxxx, LLC
0000
Xxxxxx Xxxxxx, LLC
Ohio
Holdings I, LLC
Owenton
Manor Nursing, LLC
Pine
Tree Villa LLC
Regency
Nursing, LLC
Vital
Care Services, LLC
Wakefield
Healthcare, LLC
Westfield
Healthcare, LLC
Woodspoint
LLC
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“Group
B Guarantors”
Harborside
of Cleveland Limited Partnership
Harborside
Connecticut Limited Partnership
Harborside
Danbury Limited Partnership
Harborside
of Dayton Limited Partnership
Harborside
Healthcare Baltimore Limited Partnership
Harborside
Massachusetts Limited Partnership
Harborside
North Toledo Limited Partnership
Harborside
of Ohio Limited Partnership
Harborside
Rhode Island Limited Partnership
Harborside
Rehabilitation Limited Partnership
Riverside
Retirement Limited Partnership
“Group
C Guarantors”
Harborside
Healthcare Advisors Limited Partnership
Harborside
Healthcare Limited Partnership
“Group
D Guarantors”
Harborside
New Hampshire Limited Partnership
Harborside
Toledo Limited Partnership
HHCI
Limited Partnership
“Group
E Guarantors”
Bay
Tree Nursing Center Corp.
Belmont
Nursing Center Corp.
Countryside
Care Center Corp.
Maryland
Harborside Corp.
Oakhurst
Manor Nursing Center Corp.
Orchard
Ridge Nursing Center Corp.
Sunset
Point Nursing Center Corp.
West
Bay Nursing Center Corp.
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Schedule
A - 1
